14 November 2006
Approach by Danaher Corporation
Danaher notes the announcement today by Xaar plc. Danaher confirms that it made
an approach to Xaar plc on 13 October 2006 with a proposed all cash offer at a
price of 200 to 220 pence per ordinary share, subject, inter alia, to a number
of waiveable preconditions including due diligence. This proposed offer range
represents a premium of circa 32% to circa 45% to Xaar's simple average closing
price over the past three months and circa 24% to circa 36% premium to
yesterday's closing price. The Board of Xaar plc has declined to allow Danaher
access to due diligence and has rejected the approach. Danaher is considering
Neither this announcement nor Danaher's approach to Xaar plc constitute an offer
or impose any obligation to make an offer for all or any part of the share
capital of Xaar plc and, in particular, do not constitute, nor does Danaher
currently have, a firm intention to make an offer for the purposes of Rule 2.5
of the Takeover Code. There can be no certainty that any offer will ultimately
be made even if the preconditions are satisfied or waived.
Aidan Clegg, UBS Investment Bank
+ 44 20 7567-8000
Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the Takeover Code (the 'Code'), if any
person is, or becomes, 'interested' (directly or indirectly) in 1% or more of
any class of 'relevant securities' of Xaar plc, all 'dealings' in any 'relevant
securities' of Xaar plc (including by means of an option in respect of, or a
derivative referenced to, any such 'relevant securities') must be publicly
disclosed by no later than 3.30 pm (London time) on the London business day
following the date of the relevant transaction. This requirement will continue
until the date on which the offer becomes, or is declared, unconditional as to
acceptances, lapses or is otherwise withdrawn or on which the 'offer period'
otherwise ends. If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire an 'interest' in 'relevant
securities' of Xaar plc, they will be deemed to be a single person for the
purpose of Rule 8.3.
Under the provisions of Rule 8.1 of the Code, all 'dealings' in 'relevant
securities' of Xaar plc by Danaher or Xaar plc or by any of their respective '
associates', must be disclosed by no later than 12.00 noon (London time) on the
London business day following the date of the relevant transaction.
A disclosure table, giving details of the companies in whose 'relevant
securities' 'dealings' should be disclosed, and the number of such securities in
issue, can be found on the Takeover Panel's website at
'Interests in securities' arise, in summary, when a person has long economic
exposure, whether conditional or absolute, to changes in the price of
securities. In particular, a person will be treated as having an 'interest' by
virtue of the ownership or control of securities, or by virtue of any option in
respect of, or derivative referenced to, securities.
Terms in quotation marks are defined in the Code, which can also be found on the
Panel's website. If you are in any doubt as to whether or not you are required
to disclose a 'dealing' under Rule 8, you should consult the Panel.
This information is provided by RNS
The company news service from the London Stock Exchange